Componenta Oyj

Governance Information • Mar 15, 2024

Corporate Governance Statement

2023

Corporate Governance Statement 2023

The parent company of the Componenta Group is Componenta Corporation ("Componenta" or the "Company"), a public company registered in Finland whose shares are listed on the Helsinki Stock Exchange. The parent company and its subsidiaries form the Componenta Group.

Componenta's Corporate Governance Statement for 2023 has been prepared in accordance with the 2020 Finnish Corporate Governance Code published by the Securities Market Association. The Corporate Governance Statement is published on the company's website at www.componenta.com simultaneously with, but separately from, the Board of Directors' report of Componenta Corporation. Componenta complies with the 2020 Corporate Governance Code with no exceptions. The Corporate Governance Code is available at www.cgfinland.fi.

The Board of Directors of Componenta Corporation has reviewed this statement. The statement will not be updated during the financial year, but updated information related to the statement is available on the company's website at www.componenta.com/investors/corporategovernance.

Componenta's governing bodies

Supreme authority at Componenta is exercised by the shareholders at the General Meeting of Shareholders. The company is managed by the Board of Directors and the President and CEO. At the Group level, the President and CEO is responsible for operations. The Group's Corporate Executive Team assists and supports the President and CEO in carrying out his or her duties.

Governing bodies

General Meeting

Shareholders exercise their decision-making rights at the General Meeting, where they have the right to speak, ask questions and vote. The Annual General Meeting of Componenta must be held within six months of the end of the financial period.

The General Meeting decides on matters that come under its authority as defined in the Companies Act and the company's Articles of Association. These include approval of the financial statements, deciding on the use of the profit shown in the balance sheet, and the election of Board members and auditor.

Every Componenta shareholder is entitled to attend the General Meeting. Each share carries one vote at a General Meeting.

An Extraordinary General Meeting must be held if shareholders representing a minimum of 10% of the shares demand it in writing in order to process a specific matter.

As a rule, the General Meeting of Shareholders processes matters proposed by the Board of Directors to the General Meeting. A shareholder is entitled to have a matter included in the agenda of the meeting if, according to the Limited Liability Companies Act, it falls within the competence of the Annual General Meeting, provided that the shareholder requests this from the Board in writing early enough for the matter to be included in the notice of the meeting. In order to have a matter included in the agenda of a General Meeting, the shareholder must submit a request with justifications or decision proposals in writing to Componenta Corporation, Teknobulevardi 3−5, FI-01530 Vantaa, Finland. The company will publish the date by which shareholders must submit their requests on its website by the end of the financial year preceding the General Meeting of Shareholders.

Board of Directors

Composition

The Annual General Meeting elects the Board of Directors of Componenta every year. According

to the Company's Articles of Association, the Board has 3–7 members. The term of office of the Board continues until the close of the following Annual General Meeting. The Board elects a Chair and a Vice Chair from among its members. The Shareholders' Nomination Board prepares the proposals for the Annual General Meeting concerning the composition of the Board of Directors. The diversity of the future Board is taken into account when proposing and electing Board members, ensuring, for example, that both men and women are represented and that the expertise and experience of Board members correspond to the needs of the company.

The majority of the Board members must be independent of the Company. In addition, at least two of the members belonging to this majority must be independent of major shareholders in the Company. Independence is evaluated in accordance with Recommendation 10 of the 2020 Corporate Governance Code.

The Annual General Meeting decides on the remuneration paid to the Board.

Operations of the Board of Directors

The Board of Directors draws up written Rules of Procedure for itself. The main tasks and duties of the Board of Directors are to:

• oversee Componenta's management and operations and make major decisions related to its strategy, capital expenditure, organisation, corporate transactions and financing;
• appoint the President and CEO, approve the terms of the President and CEO's contract and decide on the dismissal of the President and CEO;
• approve the appointments of the members of the Group's Corporate Executive Team and other senior management members who report directly to the President and CEO based on the President and CEO's proposal;
• ensure that the Company's accounting, supervision of asset management and risk management have been appropriately arranged;
• approve the key operating principles and the company's other key policies, values and budget, and review its annual action plans;
• make proposals to and convene the General Meeting;
• monitor and oversee the financial statements reporting process and ensure that the reporting process produces accurate information, and approve key accounting principles;
• review and monitor the quality and accuracy of annual reports, half-year reports and business reviews;
• monitor the financial position of the company and the sufficiency of its financing;
• review the external audit plan and approve the budget for the external audit and new assignments exceeding the separately specified limits;
• meet with the external auditor and review all key reports issued by the external auditor;
• decide on the principles of any remuneration schemes and submit the remuneration policy and remuneration report to be processed by the General Meeting;
• monitor and assess related party transactions; and
• monitor the compliance of operations.

The Board is responsible for the duties of the Audit Committee.

As part of these duties, the Board

• monitors and assesses the financial reporting system;
• monitors and assesses the effectiveness of internal control, internal audit and risk management systems;
• monitors and evaluates contracts and other transactions made between the company and its related parties, whether they meet the requirements of belonging to normal operations and market conditions;
• monitors and assesses the independence of the auditor and, in particular, the non-audit services offered by the auditor;
• monitors the company's audit;
• prepares the election of the company's auditor, and
• processes the company's Corporate Governance Statement and statement on non-financial information.

The Board meets when it is convened by the Chair or, in their absence, by the Vice Chair. The Board forms a quorum when more than half of the members are present. Componenta's General Counsel serves as secretary to the Board meetings.

The Board of Directors evaluates its own performance annually under the leadership of the Chair.

Shareholders' Nomination Board

Componenta has a Shareholders' Nomination Board which has the task each year of preparing and presenting the proposals for members of the Board of Directors and their remuneration to be made to the following Annual General Meeting. The Nomination Board is convened annually by asking the three largest shareholders in the Company, as of 31 August, to appoint one member to the board. In addition to these, the Chair of the Company's Board of Directors serves as an expert member of the board.

The members of the Nomination Board elect one of the members to serve as Chair of the Nomination Board. The first meeting of the Nomination Board is convened by the Chair of the Company's Board of Directors and, after that, the meetings are convened by the Chair of the Nomination Board. The Nomination Board gives its proposal to the Company's Board of Directors no later than the end of the January preceding the Annual General Meeting. The Nomination Board makes sure that the proposal is presented at the Annual General Meeting.

The Nomination Board has written rules of procedure, which state that its main tasks and duties are to

• prepare and present the proposal to be made to the Annual General Meeting concerning the number of members of the Board of Directors,
• prepare and present the proposal to be made to the Annual General Meeting concerning the members of the Board of Directors,
• prepare and present the proposal to be made to the Annual General Meeting concerning the remuneration of the members of the Board of Directors; and
• look for succession candidates for the members of the Board.

Board diversity

When preparing its proposal for members of the Board of Directors, the Nomination Board pays attention to the Board diversity policy which is available on the company's website. According to the diversity policy, the persons proposed for the Board of Directors shall possess wideranging expertise in the business operations of companies with international operations and the development of these. According to the diversity policy, it would be of great advantage to the work of the Board if a member of the Board had experience related to the company's business sector or of a major customer group.

When selecting the members of the Board, the goal is that they represent both genders and that their know-how and experience of the different areas in business operations (including production, sales, treasury and financial administration) complement each other and cover the key functions at industrial and listed companies. A further goal is to ensure continuity so that at least some of the people elected to the Board possess experience of the company's business operations over a longer period.

In its current assembly, the Board of Directors is sufficiently compliant with the company's diversity policy. The members of the Board of Directors possess wide-ranging expertise in the business operations of companies with international operations and the development of these, are experienced in the company's field of operation, and complement each other's knowledge of the company's different business areas. There are three men and one woman in the Board of Directors.

President and CEO

The Board of Directors appoints the President and CEO and decides on the remuneration and other benefits of the President and CEO. The Board of Directors will ensure that the financial benefits provided to the CEO on the basis of the contract of service are compliant with the company's valid remuneration policy concerning corporate bodies.

The President and CEO is responsible for managing and developing Componenta's business in accordance with the Finnish Limited Companies Act and the instructions given by the Board of Directors.

The President and CEO prepares and presents matters for consideration at Board meetings and implements the decisions of the Board of Directors. They report to the Board of Directors, inter alia, on matters including the Company's financial situation, its business environment and other major matters. The President and CEO also prepares the company's strategy to be approved by the Board of Directors and implements the approved strategy.

The President and CEO is Chair of Componenta's Corporate Executive Team.

Corporate Executive Team

Componenta's Corporate Executive Team assists the President and CEO in managing and developing Componenta. The Board of Directors decides on the appointment of members of the Corporate Executive Team and on the terms of their employment based on the President and CEO's proposal, in accordance with the "one over one" principle in use at the Group.

The members of Componenta's Corporate Executive Team are those in charge of the Group's major functions and the senior vice presidents in charge of the Group's business areas. The Corporate Executive Team convenes regularly, at least once a month. Its key tasks include promoting the achievement of the Group's business goals and the development of business operations.

Risk management, control environment, internal control and internal audit

Risk management is part of the company's monitoring system and it aims to ensure that the risks to which the company's business is exposed are identified, evaluated and monitored. It aims to help forecast the threats and opportunities for business operations and ensure the continuity of business.

The objective of internal control and risk management related to Componenta's financial reporting is to ensure that the reporting is reliable and that all applicable laws and regulations have been complied with.

The Board of Directors supervises the Group's financial reporting process and monitors the effectiveness of internal control, internal audit and risk management systems.

Componenta compiles its financial reporting in accordance with the International Financial Reporting Standards (IFRS), the Finnish Securities Markets Act, the Finnish Accounting Act and the guidelines and statements of the Finnish Accounting Board, while also complying with the regulations and guidelines of the Finnish Financial Supervisory Authority and the Code of Nasdaq Helsinki Ltd.

Risk management

The Board of Directors confirms the principles for risk management and those responsible for this. The Board of Directors monitors the effectiveness of risk management systems. The President and CEO supervises the implementation of the risk management program to ensure that it focuses on matters that are essential for local and operational activities. The Corporate Executive Team participates in identifying and evaluating risks, allocating responsibilities and monitoring the risks.

The CFO is responsible for development of Componenta's risk management.

Then management of business operations is responsible for identifying and managing risks in their own business areas as part of their operational activities.

All employees are responsible for identifying and evaluating the risks that are related to their work or that are otherwise under their control and for reporting on them to their supervisors.

The financial risks related to the Componenta Group's business operations are managed in accordance with the Treasury Policy approved by the Board of Directors. The Group's treasury department manages financial risks and ensures, for their own part, the availability of equity and debt finance to the Group on competitive terms. The Group's treasury department is also responsible for managing financial assets and hedging them as needed.

The Corporate Executive Team conducts the Enterprise Risk Management (ERM) process annually and monitors the major risks to operations regularly. The main risks are identified and evaluated in the ERM process and corrective action is decided on.

Control environment

The purpose of Componenta's internal control is to ensure that the Group operates in line with its strategy profitably and effectively, that risk management is arranged appropriately and adequately and that the financial and operational reporting is reliable. Control is based on Componenta's values, operating principles, policies and guidelines. Internal control is part of management, governance and daily operations.

Financial reporting and the monitoring of its accuracy are based on annually prepared and adopted budgets and monthly forecasts, and on performance reporting, through which the actual outcomes are compared with the budget and forecasts. The Group's financial organisation and the management of its units are responsible for the financial reporting process and the related consistent and regularly updated guidelines.

Open and adequate communications ensure an effective and functional control environment. Information about reporting tools and the financial reporting guidelines and principles have been reviewed with all those involved in financial reporting in accordance with their responsibilities. The financial reporting guidelines and principles are available from the Group's financial organisation and the Group's intranet to the extent that the guidelines concern the Group's other functions. New reporting requirements

and similar information are provided regularly within the financial organisation in accordance with each employee's responsibilities. The Group's CFO reports to the Board of Directors regularly on matters pertaining to internal control.

Internal monitoring

The profitability and efficiency of Componenta's operations and the achievement of financial objectives are monitored regularly by means of Group-wide financial reporting. The effectiveness of measures in internal control related to financial reporting is monitored by the Board of Directors, the President and CEO, the Corporate Executive Team and operative management teams.

The consistent Group-wide practices also cover reporting. Guidelines related to reporting are communicated regularly to those involved in the reporting process in accordance with their responsibilities. The Group Controller monitors the implementation of measures based on the Group-wide reporting process guidelines, together with the CFO.

The controllers are responsible for the financial reporting of operational business units in cooperation with the management of each unit. The management team for each business unit and business area analyses its own financial reports, including volumes, profits, costs, profitability and working capital, every month before the reporting meeting of the Corporate Executive Team.

The Board of Directors is responsible for the final evaluation of the Group's result.

Internal audit

The Componenta Group's internal audit is conducted in accordance with the operating principles approved by the Board of Directors. These principles are based on the Group's internal reporting and the annual audit plan approved by the Board.

The Componenta Group's financial management is responsible for strengthening the internal control environments of the Group's various functions within the framework of the annual plan. Componenta uses external experts in internal auditing when needed.

Currently, however, the development of the internal control environment is seen as a more effective way to strengthen internal control. In accordance with Recommendation 26 of the 2020 Corporate Governance Code, "it is not always expedient for the company to organise internal audit as a separate function". Componenta has opted for this approach after assessing the scope of its business operations and the fact that their locations are concentrated in Finland.

Financial reporting that covers the whole Group regularly monitors how well financial targets are being met. The reports include information about the actual outcomes, as well as budgets and up-todate forecasts, for the current year and, on a rolling basis, for the next 12 months.

Insider management

Componenta complies with the rules and guidelines of Nasdaq Helsinki Ltd, such as its insider guideline, the Market Abuse Regulation ((EU) No 596/2014, "MAR") and Level 2 regulation under it, provisions of the Securities Markets Act and Criminal Code of Finland, as well as the rules and regulations of the Finnish Financial Supervisory Authority and ESMA (European Securities and Markets Authority). These are supplemented by the company's own insider guideline, aimed to establish clear operating guidelines and rules on insider management, publication of inside information, maintenance of lists of insiders and transactions by the management and their related parties. The insider guideline has been distributed to all insiders.

In accordance with the applicable legislation, the persons discharging managerial responsibilities in Componenta (the Board of Directors, President and CEO and the Corporate Executive Team) and the persons closely associated with them notify Componenta and the Financial Supervisory Authority of any trading and other transactions related to Componenta's shares or debt instruments or related derivatives or other financial instruments made on their own account no later than within three days of the transaction. The lower threshold for the notification obligation is EUR 5,000 per calendar year. Componenta makes public disclosures on the aforementioned trading and transactions in accordance with the applicable legislation.

Componenta complies with the prohibition on trading (the so-called closed window) that starts 30 days before the release of a financial report or financial statement and ends with the release of the financial report or financial statement. During this time, the persons discharging managerial responsibilities in Componenta (the Board of Directors, President and CEO and the Group's Corporate Executive Team) may not, on their own account or for a third party, directly or indirectly, engage in trading and other transactions related to Componenta's shares or debt instruments or related derivatives or other financial instruments. This prohibition on trading also applies to any separately appointed persons involved in the preparation of Componenta's financial reports.

Componenta maintains a project-specific insider list of any projects and events which, if realised, are likely to have a significant effect on the value of Componenta's shares, financial instruments or the derivatives related to them, and the publication of which has been postponed in accordance with MAR. Every person with access to inside information related to the project is recorded in the project-specific insider list. If inside information is disclosed to parties outside of Componenta (such as financial or other advisors), the person disclosing the information must ensure that the recipient of the information undertakes to keep the information confidential and complies with the insider regulations in force. Componenta requests parties external to the company to maintain the required list of insiders concerning those who have received the information.

A person included in a project-specific list of insiders may not unlawfully disclose the inside information to outsiders or other Componenta employees, engage in trading or transactions in Componenta's financial instruments, or provide others with advice on such transactions. Furthermore, a person with inside information may not amend or cancel assignments concerning Componenta's financial instruments. The full insider guideline is available on the company's intranet. The General Counsel is responsible for the company's insider affairs.

Auditors

The Annual General Meeting appoints the auditor based on the Board of Directors' proposal and decides on the auditor's fees. The auditor's term of office ends at the close of the next Annual General Meeting.

The company has one auditor that must be a firm of authorised public accountants approved by the Finnish Patent and Registration Office. In addition to the duties prescribed in current accounting regulations, the auditor reports regularly to Componenta's Board of Directors.

The principal auditor may serve as an auditor for a maximum of ten years in succession. In addition, Componenta complies with the provisions of the Accounting Act and the EU Audit Regulation on the maximum duration of the term of office of an audit firm.

The company's auditor provides its shareholders with a statutory auditor's report in connection with the annual financial statements and reports regularly to the Board of Directors on their observations.

Principles concerning related parties

In its monitoring and reporting of related party transactions, Componenta complies with the applicable laws, the requirements of the International Financial Reporting Standards and the Finnish Corporate Governance Code. The monitoring and assessment of related parties is the responsibility of Componenta's Board of Directors that has also approved the principles concerning the monitoring and assessment of related parties.

Componenta maintains a list of the persons and entities included in its related parties for the purpose of identifying any related party transactions. All persons and entities included in related parties are obliged to announce or otherwise inform the company of any conflicts of interest on their own initiative.

The Board of Directors of Componenta or its general meeting, when required, will decide, observing the disqualification provisions, on related party transactions that are not part of the company's normal operations or which are concluded in deviation from ordinary commercial terms and conditions. Componenta may conclude with its related parties transactions which are associated with the company's contracts concluded according to standard terms and conditions, or are associated with contracts offered to customers and personnel within the constraints of normal pricing or which are below the limit in euros set in the approved principles. Componenta's Board of Directors monitors and assesses how the contracts and other legal transactions concluded between the company and its related parties fulfil the criteria of being part of normal operations and having market terms and conditions.

The information about related party transactions is obtained quarterly from Componenta's accounts in conjunction with regular financial reporting. The remuneration and fringe benefits of persons included in related parties are monitored separately for financial statements reporting. Componenta reports on related party transactions annually in its financial statements. Furthermore, Componenta publicises related party transactions in compliance with the Securities Markets Act, the Stock Exchange rules and the Decree governing market misconduct.

Communication

Information about Componenta and its governance is published on the Group's website. All releases and reports published by Componenta are available on the Group's website immediately after they have been published.

The Corporate Governance Statement and the Remuneration Report are available at www.componenta.com.

Other matters

Whistleblowing

Componenta has guidelines in place for processing reports ("whistleblowing") on any detected or suspected insider trading or market manipulation or unlawful or dishonest conduct concerning accounting, internal control, audit or the company's other operations by its employees and other stakeholders.

The company's Board of Directors has designated the General Counsel to receive and process any reports submitted through the whistleblowing channel.

Each Componenta employee is liable to report any breaches or non-compliance with the law, the company's Code of Conduct or other instructions issued by Componenta they observe. Componenta's employees may report any violations of the company's guidelines or other instructions to their supervisors. Each supervisor at Componenta has an obligation to provide advice on how to respond to misconduct. The company's General Counsel may also be contacted in such cases.

Any suspected breaches of Componenta's Code of Conduct, legislation and regulations may also be reported via the Whistleblowing channel by e-mail to whistleblow@componenta.com or by mail to Componenta Corporation, Legal Affairs, Teknobulevardi 3−5, FI-01530 Vantaa, Finland. In addition to Componenta's employees, these channels are available for everyone outside the company to use. Regardless of the means through which the notification was received, all bona fide claims of any breaches or noncompliance with Componenta's Code of Conduct or other instructions issued by the company will be investigated fairly and thoroughly by using appropriate internal and/or external expertise.

Componenta ensures that no employee who reports breaches of legislation, the company's Code of Conduct or other guidelines issued by Componenta will be subjected to any harmful consequences due to reporting them.

Governance in 2023

Annual General Meeting

The 2023 Annual General Meeting (AGM) was held on 13 April 2023. Of all the shares and votes in the company, 19,32 % were represented at the AGM. The minutes of the AGM are available on the company's website at https://www.componenta. com/en/investors/corporate-governance/previousgeneral-meetings/ .

The AGM was held in lecture hall Akropolis 2 in Teknopolis Aviapolis, Teknobulevardi 3−5, FI-01530 Vantaa, Finland. A video recording of the AGM has been available on the company's website.

Board of Directors

The Annual General Meeting elected the following four members to the Board of Directors: Tomas

Hedenborg, Anne Koutonen (former Leskelä), Harri Suutari and Petteri Walldén.

At its inaugural meeting after the Annual General Meeting, the Board of Directors elected Harri Suutari as Chair of the Board and Anne Koutonen as Vice Chair of the Board.

Componenta's Board of Directors assessed the independence of its members once in 2023. All members of the company's Board of Directors, Harri Suutari, Tomas Hedenborg, Anne Koutonen and Petteri Walldén are independent of the company and its major shareholders.

The Board of Directors did not establish any committees from among its members in the 2023 financial year.

Composition of the Board on 31 December 2023
	Year of birth	Education and training	Primary role	Board member since	Share ownership 31.12.2023
Harri Suutari Chair	1959	B.Sc. (Eng.)	Board professional	2019 (2012–2015)	145 546 shares (indirect ownership).
Anne Koutonen Vice Chair	1962	M.Sc. (Econ.)	Board professional	2017	–
Tomas Hedenborg	1959	M.Sc. (Tech.)	Board professional	2021	5,100 shares (indirect ownership).
Petteri Walldén	1948	M.Sc. (Tech.)	Board professional	2017	–

Additional information about the Board members is available on page 12 of this report.

Board meetings

The Board of Directors met 13 times in 2023. The Board members' participation rate was 100%.

Board member	Participation in meetings	Participation rate, %
Harri Suutari Chair	13/13	100%
Anne Koutonen Vice Chair	13/13	100%
Tomas Hedenborg	13/13	100%
Petteri Walldén	13/13	100%

The Board of Directors, under the supervision of the Chair, assessed its operations in September 2023.

Shareholders' Nomination Board in 2023

From 1 January to 31 December 2023, the Shareholders' Nomination Board consisted of the following members: Kyösti Kakkonen, Commercial Councellor, CEO, representing Joensuun Kauppa ja Kone Oy; Harri Suutari, Chair of Componenta Corporation's Board of Directors, representing Etra Capital Oy and serving as an expert member; and from 1 January to 3 October 2023 Timo Sallinen, Director SVP, Head of Listed Securities and from 3 October to 31 December 2023 Erkka Kohonen, Senior Portfolio Manager, representing Varma Mutual Pension Insurance Company. Harri Suutari served as Chair of the Shareholders' Nomination Board.

The Nomination Board met three (3) times in 2023, and the meetings had an attendance rate of 100%.

President and CEO and the Group's Corporate Executive Team

Members of Componenta's Corporate Executive Team on 31 December 2023
	Role	Year of birth	Education and training	Member of the Corporate Executive Team since	Share ownership on 31 December 2023	Options 31 December 2023
Sami Sivuranta	President and CEO	1975	M.Sc. (Tech.)	2019	3,897	2018B: 5,566 2018C: 7,540 2023A: 16,668
Marko Karppinen	CFO	1971	M.Sc. (Econ.)	2016	5,562	2018B: 5,566 2018C: 7,540 2023A: 16,668
Pasi Mäkinen	COO	1969	B.Sc. (Eng.)	2015	5,620	2018B: 5,566 2018C: 7,540 2023A: 16,668
Hanna Seppänen	General Counsel	1974	LL.M.	2021	–	2018C: 7,542 2023A: 16,668

* Each option right 2018B and 2018C entitles its holder to subscribe for two new shares in the company or two treasury shares. Each option right 2023A entitles to subscribe for one new or existing share of the company.

Related party transactions

In 2023, the company did not have any related party transactions deviating from ordinary business operations or ordinary commercial terms and conditions.

Auditor and the auditor's fees

Componenta's auditor in 2023 was PricewaterhouseCoopers Oy, Authorised Public Accountants, with Ylva Eriksson, APA, as the principal auditor. In accordance with the

resolution of the Annual General Meeting on 13 April 2023, the auditor's fees were paid based on their invoice. In 2023, the fees paid to the auditors of the Componenta Group's companies based on their performance of services were around EUR 225,000 (280,000), broken down as follows:

Auditing fees, EUR	2023	2022
Audits	205,000	163,000
Services not related to audits	20,000	117,000

Board of Directors on 31 December 2023

Harri Suutari

Born 1959, B.Sc. (Eng.)

• Chair of the Board of Directors 2012– 2015 and since 2019
• Board member 2012–2015 and since 2019
• Independent of the company and its major shareholders

Key professional experience

Componenta Corporation, President and CEO, 2015–2019 Board professional, 2012–2015 PKC Group Plc, President and CEO, 2002– 2005 and 2008–2012 Ponsse Plc, President and CEO, 1994–2000 Kajaani Automatiikka Oy, President and

CEO, 1984–1996

Anne Koutonen

• Born 1962, M.Sc. (Econ.) – Board member since 2017, Vice Chair
• since 2019 – Independent of the company and its major shareholders

Key professional experience

Nokian Tyres Plc, Vice President, Finance & IR, 2006–2018 Nokian Tyres Plc, Treasurer, 2005–2006 Nokian Tyres Plc, Manager, Treasury, 1997–2005 Oy Kyro Ab, Financial Analyst, Group, 1995–1997 Suomen Säästöpankki – SSP Oy, Financing Bank, Manager, Domestic Money Market, 1992–1994 SSP Tampere Region, Dealer, 1989–1992

Tomas Hedenborg

• Born 1959, M.Sc. (Tech.) – Board member since 2021
• Independent of the company and its major shareholders

Key professional experience

Fabel Advisory Oy Ab, CEO, since 2019 Orgalim, President, 2015–2019 Fastems Oy Ab, Group CEO, 2013–2019 DIMECC Ltd, Chair of the Board, 2013–2017 SLP Oy, Chair of the Board, 2012–2016 Finn-Power Corporation, President and CEO, 2005–2011 HBPO GmbH, President and CEO, 2001–2005

Petteri Walldén

Born 1948, M.Sc. (Tech.)

– Board member since 2017,

• Chair 2017–2019
• Independent of the company and its major shareholders

Key professional experience

Alteams Oy, President and CEO, 2007–2010 Onninen Oy, President and CEO, 2001–2005 Ensto Ltd, President and CEO, 1996–2001 Nokia Kaapeli Oy, President and CEO, 1990– 1996

Sako Ltd, President and CEO, 1987–1990

Key positions of trust

Talgraf Oy, Chair of the Board Konesilta Oy, Chair of the Board Proventia Group Corporation, Chair of the Board PunaMusta Media Oyj, Chair of the Board Treenimaailma SixQ Oy, Chair of the Board HKScan Corporation, Board member Oy M-Filter Ab, Board member Prometec Tools Ltd, Board member

Componenta's shares held

Total 145,546 shares (indirect ownership)

Suomen Säästöpankki – SSP Oy, rahoituspankki, manager, domestic money market, 1992–1994 SSP Tampereen Alue, dealer, 1989–1992

Key positions of trust

Tammer Brands Oy, Chair of the Board HKScan Corporation, Board member Image Wear Oy, Board member Kemppi Oy, Board member Kojamo Plc, Board member Merus Power Plc, Board member Modulight Oyj, Board member Robit Plc, Board Member

Componenta shares

–

Bertrand Faure Sitztechnik GmbH, Customer Unit Director, 1998–2001 Bertrand Faure Sitztechnik GmbH, Vice President, R&D, Automotive Seating, 1994–1998 Valeo GmbH, R&D Manager, 1990–1994

Key positions of trust

Kemppi Oy, Board member Meconet Oy, Board member Ursviken Group Oy, Board member T-Drill Oy, Board member

Componenta shares

Total 5,100 shares (indirect ownership)

Key positions of trust

Jaakko Pohjola Oy, Chair of the Board Alteams Oy, Board member Blood Disease Research Foundation, Board member

Componenta shares

–

Corporate Executive Team on 31 December 2023

Sami Sivuranta

• Born 1975, M.Sc. (Tech.)
• President and CEO since 2020
• Member of the Corporate Executive Team since 2019, Chair since 2020

Key professional experience

Componenta Corporation, Director, Business Development, 2019–2020 HKScan Corporation, Executive Vice President, 2018–2019 Consolis Parma Ltd, Director, Business Development, 2016–2017 Componenta Corporation, Senior Vice President, Development, 2016 Componenta BV, Vice President, Heerlen Foundry, 2015–2016 Componenta Corporation, Vice President, Internal Sourcing, 2012–2014

Marko Karppinen

Born 1971, M.Sc. (Econ.)

– CFO since 2016

– Member of the Corporate Executive Team since 2016

Key professional experience

Componenta Corporation, Director, Development, 2016 Componenta Turkey, Vice President, Business Development, 2016 PKC Group Plc, Director, Internal Audit, 2013–2016 PKC Group Plc, CFO (interim), South America, 2013–2014

Pasi Mäkinen

• Born 1969, B.Sc. (Eng.)
• COO since 2020
• Member of the Corporate Executive Team since 2015

Key professional experience

Componenta Corporation, Director, Material Services, 2019–2020 Componenta Corporation, COO, 2017–2019 Componenta Corporation, Senior Vice President, Iron Business, Turkey, 2016–2017 Componenta Corporation, Business Unit Director, Orhangazi Foundry, Turkey, 2015–2016 Valmet Technologies Inc., Vice President, Foundry Operations, 2013–2015

Hanna Seppänen

Born 1974

LL.M. (University of Turku), LL.M. (University of Stockholm)

• General Counsel since 2021
• Member of the Corporate Executive Team since 2021

Key professional experience

Siili Solutions Plc, Director, Legal, 2018–2021 Terveystalo Plc, General Counsel, 2013–2018 Tallink Silja Oy, Legal Counsel, 2010–2013 Bird & Bird Attorneys Ltd, Associate, 2008– 2010

Componenta Corporation, Sales Director, Machine Building Nordic, 2010–2012 Componenta Corporation, Manager, Internal Sourcing, 2009–2010 Componenta Karkkila Oy, Production Manager, 2006–2009 Componenta Karkkila Oy, Manager, Quality and the Environment, 2004–2006

Key positions of trust

LICO Oy, hallituksen jäsen

Componenta shares

3,897 Options*

2018B: 5,566 2018C: 7,540 2023A: 16,668

PKC Group USA Inc., Senior Vice President, Business Development, 2011–2013 Proventia Group Oy, CFO, 2007–2011 PKC Group Plc, CFO, 2003–2007 Ponsse Plc, CFO and other financial positions, 1994–2001

Componenta shares 5,562

Options* 2018B: 5,566 2018C: 7,540 2023A: 16,668

Metso Foundries Jyväskylä Oy, President, 2008–2013 Valmet Corporation / Metso Paper Oy / Metso Foundries Jyväskylä Oy, Production Manager, 1999–2008

Key positions of trust

Sacotec Components Oy, Board member

Componenta's shares 5,620

Options*

2018B: 5,566 2018C: 7,540 2023A: 16,668

Orion Corporation, Legal Counsel, 2002–2008 University of Turku, Legal Counsel, 2001– 2002

Key positions of trust

Emmy Clothing Company Oy, Board member

Componenta shares

Options* 2018C: 7,542 2023A: 16,668

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* Each option right 2018B and 2018C entitles its holder to subscribe for two new shares in the company or two treasury shares. Each option right 2023A entitles to subscribe for one new or existing share of the company.